Amended and Restated Pricing supplement no. 1427-A*
To prospectus dated November 21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 34-A-II dated February 7, 2011

Registration Statement No. 333-155535
Dated July 20, 2011
Rule 424(b)(8)

Structured 
Investments 

      $45,000 (NFLX) $138,000 (AKS) $465,000 (LVS) $666,000 (GT) $115,000 (HL) $252,000 (BIDU) Reverse Exchangeable Notes due January 20, 2012 Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer

General

Key Terms

Payment at Maturity:

The payment at maturity, in excess of any accrued and unpaid interest, is based on the performance of the applicable Reference Stock. You will receive $1,000 for each $1,000 principal amount note, plus any accrued and unpaid interest at maturity, unless:

 
(1)
the applicable Final Share Price is less than the applicable Initial Share Price; and
 
(2)
on any day during the Monitoring Period, the closing price of the applicable Reference Stock is less than the applicable Initial Share Price by more than the applicable Protection Amount.
  If the conditions described in both (1) and (2) are satisfied, at maturity you will receive, in addition to any accrued and unpaid interest, instead of the principal amount of your notes, the number of shares of the applicable Reference Stock equal to the applicable Physical Delivery Amount (or, at our election, the Cash Value thereof). Fractional shares will be paid in cash. The market value of the Physical Delivery Amount or the Cash Value thereof will most likely be substantially less than the principal amount of your notes, and may be zero.

Pricing Date:

July 15, 2011

Settlement Date:

On or about July 20, 2011

Observation Date:

January 17, 2012**

Maturity Date:

January 20, 2012**

Interest Payment Dates:

Interest on the notes will be payable monthly in arrears on the 20th calendar day of each month, up to and including the final monthly interest payment, which will be payable on the Maturity Date (each such date, an “Interest Payment Date”), commencing August 20, 2011. See “Selected Purchase Considerations — Monthly Interest Payments” in this amended and restated pricing supplement for more information.

Other Key Terms:

See “Additional Key Terms” on page PS-1 of this amended and restated pricing supplement.

                   

 

 

 

 

 

 

 

 

 

Approximate Tax Allocation of
Monthly Coupon

 

Page
Number

Ticker
Symbol

Principal
Amount

Interest
Rate

Protection
Amount

Initial
Share Price

CUSIP

Approximate
Monthly
Coupon

Interest on
Deposit

Put Premium

Netflix, Inc.

PS-4

NFLX

$1,000

7.625%
(equivalent to
15.25% per
annum)

20.00% of the
Initial Share
Price

$286.93

48125XYA8

$12.71

1.97%

98.03%

AK Steel Holding
Corporation

PS-6

AKS

$1,000

7.25%
(equivalent to
14.50%
per annum)

20.00% of the
Initial Share
Price

$15.55

48125XYB6

$12.08

2.07%

97.93%

Las Vegas Sands Corp.

PS-8

LVS

$1,000

6.25%
(equivalent to
12.50%
per annum)

20.00% of the
Initial Share
Price

$45.00

48125XYC4

$10.42

2.40%

97.60%

The Goodyear Tire &
Rubber Company

PS-10

GT

$1,000

7.375%
(equivalent to
14.75%
per annum)

20.00% of the
Initial Share
Price

$17.84

48125XYD2

$12.29

2.03%

97.97%

Hecla Mining Company

PS-12

HL

$1,000

8.00%
(equivalent to
16.00%
per annum)

25.00% of the
Initial Share
Price

$8.19

48125XYE0

$13.33

1.88%

98.13%

Baidu, Inc. (ADS)

PS-14

BIDU 

$1,000

7.25%
(equivalent to
14.50%
per annum)

20.00% of the
Initial Share
Price

$146.93

48125XYF7

$12.08

2.07%

97.93%

This amended and restated pricing supplement no. 1427-A amends and restates and supersedes the pricing supplement no. 1427 related hereto dated July 15, 2011 to product supplement no. 34-A-II in its entirety (the pricing supplement no. 1427 is available on the SEC website at http://sec.gov/Archives/edgar/data/19617/000089109211004601/e44448_424b2.pdf

** 

Subject to postponement in the event of a market disruption event and as described under “Description of Notes — Payment at Maturity” in the accompanying product supplement no. 34-A-II.

†  

Based on one reasonable treatment of the notes, as described herein under “Selected Purchase Considerations — Tax Treatment as a Unit Comprising a Put Option and a Deposit” and in the accompanying product supplement no. 34-A-II under “Certain U.S. Federal Income Tax Consequences” on page PS-32.

Investing in the Reverse Exchangeable Notes involves a number of risks. See “Risk Factors” beginning on page PS-7 of the accompanying product supplement no. 34-A-II and “Selected Risk Considerations” beginning on page PS-2 of this pricing supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.


 

Price to Public (1)

Fees and Commissions (2)

Proceeds to Us


Netflix, Inc.

 

 

 


Per note

$1,000

$46

$954


Total

$45,000

$2,070

$42,930


AK Steel Holding Corporation

 

 

 


Per note

$1,000

$46.50

$953.50


Total

$138,000

$6,417

$131,583


Las Vegas Sands Corp.

 

 

 


Per note

$1,000

$46.50

$953.50


Total

$465,000

$21,622.50

$443,377.50


The Goodyear Tire & Rubber Company

 

 

 


Per note

$1,000

$29.00

$971


Total

$666,000

$19,314

$646,686


Hecla Mining Company

 

 

 


Per note

$1,000

$47.50

$952.50


Total

$115,000

$5,462.50

$109,537.50


Baidu, Inc. (ADS)

 

 

 


Per note

$1,000

$41.00

$959


Total

$252,000

$10,332

$241,668


(1)

The price to the public includes the estimated cost of hedging our obligations under the notes through one or more of our affiliates.

(2)

J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase & Co., will receive commissions of $46.00, $46.50, $46.50, $29.00, $47.50 and $41.00 per $1,000 principal amount note linked to the common stock of Netflix, Inc., AK Steel Holding Corporation, Las Vegas Sands Corp., The Goodyear Tire & Rubber Company, Hecla Mining Company and Baidu, Inc., respectively, and will use a portion of such commissions to pay selling concessions to other affiliated or unaffiliated dealers of $30.50, $30.75, $30.75, $22.00, $31.25 and $27.50 per $1,000 principal amount note for notes linked to the common stock of Netflix, Inc., AK Steel Holding Corporation, Las Vegas Sands Corp., The Goodyear Tire & Rubber Company, Hecla Mining Company and Baidu, Inc., respectively. This commission includes the projected profits that our affiliates expect to realize, some of which may be allowed to other unaffiliated dealers, for assuming risks inherent in hedging our obligations under the notes. See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-37 of the accompanying product supplement no. 34-A-II.

The notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

July 20, 2011



Additional Terms Specific to Each Note Offering

This amended and restated pricing supplement relates to six (6) separate note offerings. Each issue of offered notes is linked to one, and only one, Reference Stock. The purchaser of a note will acquire a security linked to a single Reference Stock (not to a basket or index that includes another Reference Stock). You may participate in any of the six (6) note offerings or, at your election, in two or more of the offerings. We reserve the right to withdraw, cancel or modify any offering and to reject orders in whole or in part. While each note offering relates only to a single Reference Stock identified on the cover page, you should not construe that fact as a recommendation of the merits of acquiring an investment linked to that Reference Stock (or any other Reference Stock) or as to the suitability of an investment in the notes.

You should read this amended and restated pricing supplement together with the prospectus dated November 21, 2008, as supplemented by the prospectus supplement dated November 21, 2008 relating to our Series E medium-term notes of which these notes are a part, and the more detailed information contained in product supplement no. 34-A-II dated February 7, 2011. This amended and restated pricing supplement, together with the documents listed below, contains the terms of the notes, supplements the term sheet related hereto dated July 5, 2011 and supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of ours. This pricing supplement no. 1427-A amends and restates and supersedes pricing supplement no. 1427 related hereto dated July 15, 2011 to product supplement no. 34-A-II in its entirety. You should rely only on the information contained in this pricing supplement no. 1427-A and in the documents listed below in connection with your investment in the notes. You should carefully consider, among other things, the matters set forth in “Risk Factors” in the accompanying product supplement no. 34-A-II, as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the notes.

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):

Our Central Index Key, or CIK, on the SEC website is 19617. As used in this amended and restated pricing supplement, the “Company,” “we,” “us” or “our” refers to JPMorgan Chase & Co.

Additional Key Terms:

Monitoring Period:

The period from the Pricing Date to and including the Observation Date.

Physical Delivery Amount:

The number of shares of the applicable Reference Stock, per $1,000 principal amount note, equal to $1,000 divided by the applicable Initial Share Price, subject to adjustments.

Cash Value:

For each Reference Stock, the amount in cash equal to the product of (1) $1,000 divided by the Initial Share Price of such Reference Stock and (2) the Final Share Price of such Reference Stock, subject to adjustments.

Initial Share Price:

The closing price of the applicable Reference Stock on the Pricing Date. The Initial Share Price is subject to adjustments in certain circumstances. See “Description of Notes — Payment at Maturity” and “General Terms of Notes — Anti-dilution Adjustments” in the accompanying product supplement no. 34-A-II for further information about these adjustments.

Final Share Price:

The closing price of the applicable Reference Stock on the Observation Date.

Selected Purchase Considerations


JPMorgan Structured Investments — PS-1
Reverse Exchangeable Notes Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in any of the Reference Stocks. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 34-A-II dated February 7, 2011.


JPMorgan Structured Investments — PS-2
Reverse Exchangeable Notes Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer


JPMorgan Structured Investments — PS-3
Reverse Exchangeable Notes Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer

The Reference Stocks

Public Information

All information contained herein on the Reference Stocks and on the Reference Stock issuers is derived from publicly available sources and is provided for informational purposes only. Companies with securities registered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, are required to periodically file certain financial and other information specified by the SEC. Information provided to or filed with the SEC by a Reference Stock issuer pursuant to the Exchange Act can be located by reference to the SEC file number provided below and can be accessed through www.sec.gov. We do not make any representation that these publicly available documents are accurate or complete. See “The Reference Stock” beginning on page PS-18 of the accompanying product supplement no. 34-A-II for more information.

Netflix, Inc. (“Netflix”)

According to its publicly available filings with the SEC, Netflix is an online movie rental subscription service in the United States, providing subscribers access to a comprehensive selection movie titles plus a growing library of choices that can be watched instantly on their personal computers. The common stock of Netflix, par value $0.001 per share, is listed on The NASDAQ Stock Market, which we refer to as the Relevant Exchange for purposes of Netflix in the accompanying product supplement no. 34-A-II. Netflix’s SEC file number is 000-49802.

Historical Information of the Common Stock of Netflix

The following graph sets forth the historical performance of the common stock of Netflix based on the weekly closing price (in U.S. dollars) of the common stock of Netflix from January 6, 2006 through July 15, 2011. The closing price of the common stock of Netflix on July 19, 2011 was $287.29. We obtained the closing prices and other information below from Bloomberg Financial Markets, without independent verification. The closing prices and this other information may be adjusted by Bloomberg Financial Markets for corporate actions such as public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.

Since its inception, the price of the common stock of Netflix has experienced significant fluctuations. The historical performance of the common stock of Netflix should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of the common stock of Netflix during the term of the notes. We cannot give you assurance that the performance of the common stock of Netflix will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that Netflix will pay in the future. In any event, as an investor in the notes, you will not be entitled to receive dividends, if any, that may be payable on the common stock of Netflix.


JPMorgan Structured Investments — PS-4
Reverse Exchangeable Notes Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer

Examples of Hypothetical Payment at Maturity for a $1,000 Investment in the Notes Linked to the Common Stock of Netflix

The following table illustrates hypothetical payments at maturity on a $1,000 investment in the notes linked to the common stock of Netflix, based on a range of hypothetical Final Share Prices of the Reference Stock and assuming that the closing price of the Reference Stock declines in the manner set forth in the columns titled “Hypothetical lowest closing price during the Monitoring Period” and “Hypothetical lowest closing price expressed as a percentage of Initial Share Price during the Monitoring Period.” The numbers appearing in the following table and examples have been rounded for ease of analysis. For this table of hypothetical payments at maturity, we have also assumed the following:

• the Initial Share Price:

$286.00

• the Protection Amount (in U.S. dollars): $57.20

• the Interest Rate:

7.625% (equivalent to 15.25% per annum)

• the Protection Amount: 20.00%

Hypothetical
lowest
closing price
during the
Monitoring
Period

Hypothetical lowest
closing price during
the Monitoring Period
expressed as a
percentage of Initial
Share Price

Hypothetical
Final Share
Price

Hypothetical
Final Share
Price expressed
as a percentage
of Initial Share
Price

Payment at Maturity

Total Value of
Payment
Received at
Maturity**

$286.00

100%

$572.00

200%

$1,000.00

$1,000.00

$143.00

50%

$300.30

105%

$1,000.00

$1,000.00

$286.00

100%

$286.00

100%

$1,000.00

$1,000.00

$228.80

80%

$228.80

80%

$1,000.00

$1,000.00

$143.00

50%

$271.70

95%

3 shares of the
Reference Stock or the
Cash Value thereof

$950.00

$143.00

50%

$143.00

50%

3 shares of the
Reference Stock or the
Cash Value thereof

$500.00

$71.50

25%

$71.50

25%

3 shares of the
Reference Stock or the
Cash Value thereof

$250.00

$0.00

0%

$0.00

0%

3 shares of the
Reference Stock or the
Cash Value thereof

$0.00

**

Note that you will receive at maturity any accrued and unpaid interest in cash, in addition to either shares of the Reference Stock (or, at our election, the Cash Value thereof) or the principal amount of your note in cash. Also note that if you receive the Physical Delivery Amount, the total value of payment received at maturity shown in the table above includes the value of any fractional shares, which will be paid in cash.

The following examples illustrate how the total value of payments received at maturity set forth in the table above are calculated.

Example 1: The lowest closing price of the Reference Stock during the Monitoring Period was $143.00 but the Final Share Price is $300.30. Because the Final Share Price of $300.30 is greater than the Initial Share Price of $286.00, you will receive a payment at maturity of $1,000 per $1,000 principal amount note.

Example 2: The lowest closing price of the Reference Stock during the Monitoring Period was $143.00 and the Final Share Price is $271.70. Because the Final Share Price of $271.70 is less than the Initial Share Price of $286.00 and the closing price of the Reference Stock declined by more than the Protection Amount on at least one day during the Monitoring Period, you will receive the Physical Delivery Amount, or at our election, the Cash Value thereof, at maturity. Because the Final Share Price of the Reference Stock is $271.70, the total value of your final payment at maturity, whether in cash or shares of the Reference Stock, is $950.00.

Example 3: The closing price of the Reference Stock does not decline, as compared with the Initial Share Price, by more than the Protection Amount on any day during the Monitoring Period prior to the Observation Date. However, the closing price of the Reference Stock on the Observation Date is $143.00, a decline of more than the Protection Amount. Because the Final Share Price of $143.00 is less than the Initial Share Price of $286.00 and the Final Share Price has declined by more than the Protection Amount, you will receive the Physical Delivery Amount, or at our election, the Cash Value thereof, at maturity. Because the Final Share Price of the Reference Stock is $143.00, the total value of your final payment at maturity, whether in cash or shares of the Reference Stock, is $500.00.

Example 4: The Final Share Price of $228.80 is less than the Initial Share Price of $286.00 but does not decline by more than the Protection Amount and the closing price of the Reference Stock does not decline by more than the Protection Amount on any day during the Monitoring Period. Because the closing price of the Reference Stock has not declined by more than the Protection Amount, you will receive a payment at maturity of $1,000 per $1,000 principal amount note, even though the Final Share Price of $228.80 is less than the Initial Share Price of $286.00.

Regardless of the performance of the Reference Stock or the payment you receive at maturity, you will receive interest payments, for each $1,000 principal amount note, in the aggregate amount of $76.25 over the term of the notes. The actual number of shares of the Reference Stock, or the Cash Value thereof, you may receive at maturity and the actual Protection Amount applicable to your notes may be more or less than the amounts displayed in this hypothetical and will depend in part on the Initial Share Price. On the Pricing Date, the Initial Share Price was $286.93, the Protection Amount was $57.386 and the Physical Delivery Amount was 3.4852 shares, in each case subject to adjustments.

These payouts on the notes shown above do not reflect fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical payouts shown above would likely be lower.


JPMorgan Structured Investments — PS-5
Reverse Exchangeable Notes Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer

AK Steel Holding Corporation (“AK Steel”)

According to its publicly available filings with the SEC, AK Steel is a fully integrated producer of flat-rolled carbon, stainless and electrical steels and tubular products through its wholly-owned subsidiary, AK Steel Corporation. The common stock of AK Steel, par value $0.01 per share, is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of AK Steel in the accompanying product supplement no. 34-A-II. AK Steel’s SEC file number is 001-13696.

Historical Information of the Common Stock of AK Steel

The following graph sets forth the historical performance of the common stock of AK Steel based on the weekly closing price (in U.S. dollars) of the common stock of AK Steel from January 6, 2006 through July 15, 2011. The closing price of the common stock of AK Steel on July 19, 2011 was $15.57. We obtained the closing prices and other information below from Bloomberg Financial Markets, without independent verification. The closing prices and this other information may be adjusted by Bloomberg Financial Markets for corporate actions such as public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.

Since its inception, the price of the common stock of AK Steel has experienced significant fluctuations. The historical performance of the common stock of AK Steel should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of the common stock of AK Steel during the term of the notes. We cannot give you assurance that the performance of the common stock of AK Steel will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that AK Steel will pay in the future. In any event, as an investor in the notes, you will not be entitled to receive dividends, if any, that may be payable on the common stock of AK Steel.



JPMorgan Structured Investments — PS-6
Reverse Exchangeable Notes Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer

Examples of Hypothetical Payment at Maturity for a $1,000 Investment in the Notes Linked to the Common Stock of AK Steel

The following table illustrates hypothetical payments at maturity on a $1,000 investment in the notes linked to the common stock of AK Steel, based on a range of hypothetical Final Share Prices of the Reference Stock and assuming that the closing price of the Reference Stock declines in the manner set forth in the columns titled “Hypothetical lowest closing price during the Monitoring Period” and “Hypothetical lowest closing price expressed as a percentage of Initial Share Price during the Monitoring Period.” The numbers appearing in the following table and examples have been rounded for ease of analysis. For this table of hypothetical payments at maturity, we have also assumed the following:

• the Initial Share Price:

$15.50

• the Protection Amount (in U.S. dollars): $3.10

• the Interest Rate:

7.25% (equivalent to 14.50% per annum)

• the Protection Amount: 20.00%

Hypothetical
lowest
closing price
during the
Monitoring Period

Hypothetical lowest
closing price during
the Monitoring Period
expressed as a
percentage of Initial
Share Price

Hypothetical
Final Share
Price

Hypothetical
Final Share
Price expressed
as a percentage
of Initial Share
Price

Payment at Maturity

Total Value of
Payment
Received at
Maturity**

$15.50

100%

$31.00

200%

$1,000.00

$1,000.00

$7.75

50%

$16.28

105%

$1,000.00

$1,000.00

$15.50

100%

$15.50

100%

$1,000.00

$1,000.00

$12.40

80%

$12.40

80%

$1,000.00

$1,000.00

$7.75

50%

$14.73

95%

64 shares of the
Reference Stock or the
Cash Value thereof

$950.00

$7.75

50%

$7.75

50%

64 shares of the
Reference Stock or the
Cash Value thereof

$500.00

$3.88

25%

$3.88

25%

64 shares of the
Reference Stock or the
Cash Value thereof

$250.00

$0.00

0%

$0.00

0%

64 shares of the
Reference Stock or the
Cash Value thereof

$0.00

**

Note that you will receive at maturity any accrued and unpaid interest in cash, in addition to either shares of the Reference Stock (or, at our election, the Cash Value thereof) or the principal amount of your note in cash. Also note that if you receive the Physical Delivery Amount, the total value of payment received at maturity shown in the table above includes the value of any fractional shares, which will be paid in cash.

The following examples illustrate how the total value of payments received at maturity set forth in the table above are calculated.

Example 1: The lowest closing price of the Reference Stock during the Monitoring Period was $7.75 but the Final Share Price is $16.28. Because the Final Share Price of $16.28 is greater than the Initial Share Price of $15.50, you will receive a payment at maturity of $1,000 per $1,000 principal amount note.

Example 2: The lowest closing price of the Reference Stock during the Monitoring Period was $7.75 and the Final Share Price is $14.73. Because the Final Share Price of $14.73 is less than the Initial Share Price of $15.50 and the closing price of the Reference Stock declined by more than the Protection Amount on at least one day during the Monitoring Period, you will receive the Physical Delivery Amount, or at our election, the Cash Value thereof, at maturity. Because the Final Share Price of the Reference Stock is $14.73, the total value of your final payment at maturity, whether in cash or shares of the Reference Stock, is $950.00.

Example 3: The closing price of the Reference Stock does not decline, as compared with the Initial Share Price, by more than the Protection Amount on any day during the Monitoring Period prior to the Observation Date. However, the closing price of the Reference Stock on the Observation Date is $7.75, a decline of more than the Protection Amount. Because the Final Share Price of $7.75 is less than the Initial Share Price of $15.50 and the Final Share Price has declined by more than the Protection Amount, you will receive the Physical Delivery Amount, or at our election, the Cash Value thereof, at maturity. Because the Final Share Price of the Reference Stock is $7.75, the total value of your final payment at maturity, whether in cash or shares of the Reference Stock, is $500.00.

Example 4: The Final Share Price of $12.40 is less than the Initial Share Price of $15.50 but does not decline by more than the Protection Amount and the closing price of the Reference Stock does not decline by more than the Protection Amount on any day during the Monitoring Period. Because the closing price of the Reference Stock has not declined by more than the Protection Amount, you will receive a payment at maturity of $1,000 per $1,000 principal amount note, even though the Final Share Price of $12.40 is less than the Initial Share Price of $15.50.

Regardless of the performance of the Reference Stock or the payment you receive at maturity, you will receive interest payments, for each $1,000 principal amount note, in the aggregate amount of $72.50 over the term of the notes. The actual number of shares of the Reference Stock, or the Cash Value thereof, you may receive at maturity and the actual Protection Amount applicable to your notes may be more or less than the amounts displayed in this hypothetical and will depend in part on the Initial Share Price. On the Pricing Date, the Initial Share Price was $15.55, the Protection Amount was $3.11 and the Physical Delivery Amount was 64.3087 shares, in each case subject to adjustments.

These payouts on the notes shown above do not reflect fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical payouts shown above would likely be lower.


JPMorgan Structured Investments — PS-7
Reverse Exchangeable Notes Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer

Las Vegas Sands Corp. (“Las Vegas Sands”)

According to its publicly available filings with the SEC, Las Vegas Sands and its subsidiaries own and operate The Venetian Resort Hotel Casino, The Palazzo Resort Hotel Casino, The Sands Expo and Convention Center and The Congress Center in Las Vegas, Nevada, and the Sands Macao and The Venetian Macao Resort Hotel, the Four Seasons Hotel Macao, Cotai StripTM and The Plaza Casino in Macao, China; the Marina Bay Sands in Singapore; and the Sands Casino Resort Bethlehem in Bethlehem, Pennsylvania. The common stock of Las Vegas Sands, par value $0.001 per share, is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Las Vegas Sands in the accompanying product supplement no. 34-A-II. Las Vegas Sands’ SEC file number is 001-32373.

Historical Information of the Common Stock of Las Vegas Sands

The following graph sets forth the historical performance of the common stock of Las Vegas Sands based on the weekly closing price (in U.S. dollars) of the common stock of Las Vegas Sands from January 6, 2006 through July 15, 2011. The closing price of the common stock of Las Vegas Sands on July 19, 2011 was $45.15. We obtained the closing prices and other information below from Bloomberg Financial Markets, without independent verification. The closing prices and this other information may be adjusted by Bloomberg Financial Markets for corporate actions such as public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.

Since its inception, the price of the common stock of Las Vegas Sands has experienced significant fluctuations. The historical performance of the common stock of Las Vegas Sands should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of the common stock of Las Vegas Sands during the term of the notes. We cannot give you assurance that the performance of the common stock of Las Vegas Sands will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that Las Vegas Sands will pay in the future. In any event, as an investor in the notes, you will not be entitled to receive dividends, if any, that may be payable on the common stock of Las Vegas Sands.



JPMorgan Structured Investments — PS-8
Reverse Exchangeable Notes Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer

Examples of Hypothetical Payment at Maturity for a $1,000 Investment in the Notes Linked to the Common Stock of Las Vegas Sands

The following table illustrates hypothetical payments at maturity on a $1,000 investment in the notes linked to the common stock of Las Vegas Sands, based on a range of hypothetical Final Share Prices of the Reference Stock and assuming that the closing price of the Reference Stock declines in the manner set forth in the columns titled “Hypothetical lowest closing price during the Monitoring Period” and “Hypothetical lowest closing price expressed as a percentage of Initial Share Price during the Monitoring Period.” The numbers appearing in the following table and examples have been rounded for ease of analysis. For this table of hypothetical payments at maturity, we have also assumed the following:

• the Initial Share Price:

$45.00

• the Protection Amount (in U.S. dollars): $9.00

• the Interest Rate:

6.25% (equivalent to 12.50% per annum)

• the Protection Amount: 20.00%

Hypothetical
lowest
closing price
during the
Monitoring
Period

Hypothetical lowest
closing price during
the Monitoring Period
expressed as a
percentage of Initial
Share Price

Hypothetical
Final Share
Price

Hypothetical
Final Share
Price expressed
as a percentage
of Initial Share
Price

Payment at Maturity

Total Value of
Payment
Received at
Maturity**

$45.00

100%

$90.00

200%

$1,000.00

$1,000.00

$22.50

50%

$47.25

105%

$1,000.00

$1,000.00

$45.00

100%

$45.00

100%

$1,000.00

$1,000.00

$36.00

80%

$36.00

80%

$1,000.00

$1,000.00

$22.50

50%

$42.75

95%

22 shares of the
Reference Stock or the
Cash Value thereof

$950.00

$22.50

50%

$22.50

50%

22 shares of the
Reference Stock or the
Cash Value thereof

$500.00

$11.25

25%

$11.25

25%

22 shares of the
Reference Stock or the
Cash Value thereof

$250.00

$0.00

0%

$0.00

0%

22 shares of the
Reference Stock or the
Cash Value thereof

$0.00

**

Note that you will receive at maturity any accrued and unpaid interest in cash, in addition to either shares of the Reference Stock (or, at our election, the Cash Value thereof) or the principal amount of your note in cash. Also note that if you receive the Physical Delivery Amount, the total value of payment received at maturity shown in the table above includes the value of any fractional shares, which will be paid in cash.

The following examples illustrate how the total value of payments received at maturity set forth in the table above are calculated.

Example 1: The lowest closing price of the Reference Stock during the Monitoring Period was $22.50 but the Final Share Price is $47.25. Because the Final Share Price of $47.25 is greater than the Initial Share Price of $45.00, you will receive a payment at maturity of $1,000 per $1,000 principal amount note.

Example 2: The lowest closing price of the Reference Stock during the Monitoring Period was $22.50 and the Final Share Price is $42.75. Because the Final Share Price of $42.75 is less than the Initial Share Price of $45.00 and the closing price of the Reference Stock declined by more than the Protection Amount on at least one day during the Monitoring Period, you will receive the Physical Delivery Amount, or at our election, the Cash Value thereof, at maturity. Because the Final Share Price of the Reference Stock is $42.75, the total value of your final payment at maturity, whether in cash or shares of the Reference Stock, is $950.00.

Example 3: The closing price of the Reference Stock does not decline, as compared with the Initial Share Price, by more than the Protection Amount on any day during the Monitoring Period prior to the Observation Date. However, the closing price of the Reference Stock on the Observation Date is $22.50, a decline of more than the Protection Amount. Because the Final Share Price of $22.50 is less than the Initial Share Price of $45.00 and the Final Share Price has declined by more than the Protection Amount, you will receive the Physical Delivery Amount, or at our election, the Cash Value thereof, at maturity. Because the Final Share Price of the Reference Stock is $22.50, the total value of your final payment at maturity, whether in cash or shares of the Reference Stock, is $500.00.

Example 4: The Final Share Price of $36.00 is less than the Initial Share Price of $45.00 but does not decline by more than the Protection Amount and the closing price of the Reference Stock does not decline by more than the Protection Amount on any day during the Monitoring Period. Because the closing price of the Reference Stock has not declined by more than the Protection Amount, you will receive a payment at maturity of $1,000 per $1,000 principal amount note, even though the Final Share Price of $36.00 is less than the Initial Share Price of $45.00.

Regardless of the performance of the Reference Stock or the payment you receive at maturity, you will receive interest payments, for each $1,000 principal amount note, in the aggregate amount of $62.50 over the term of the notes. The actual number of shares of the Reference Stock, or the Cash Value thereof, you may receive at maturity and the actual Protection Amount applicable to your notes may be more or less than the amounts displayed in this hypothetical and will depend in part on the Initial Share Price. On the Pricing Date, the Initial Share Price was $45.00, the Protection Amount was $9.00 and the Physical Delivery Amount was 22.2222 shares, in each case subject to adjustments.

These payouts on the notes shown above do not reflect fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical payouts shown above would likely be lower.


JPMorgan Structured Investments — PS-9
Reverse Exchangeable Notes Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer

The Goodyear Tire & Rubber Company (“Goodyear Tire”)

According to its publicly available filings with the SEC, Goodyear Tire engages in the manufacturing of tires, with operations around the world. The common stock of Goodyear Tire, no par value, is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Goodyear Tire in the accompanying product supplement no. 34-A-II. Goodyear Tire’s SEC file number is 001-01927.

Historical Information of the Common Stock of Goodyear Tire

The following graph sets forth the historical performance of the common stock of Goodyear Tire based on the weekly closing price (in U.S. dollars) of the common stock of Goodyear Tire from January 6, 2006 through July 15, 2011. The closing price of the common stock of Goodyear Tire on July 19, 2011 was $17.50. We obtained the closing prices and other information below from Bloomberg Financial Markets, without independent verification. The closing prices and this other information may be adjusted by Bloomberg Financial Markets for corporate actions such as public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.

Since its inception, the price of the common stock of Goodyear Tire has experienced significant fluctuations. The historical performance of the common stock of Goodyear Tire should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of the common stock of Goodyear Tire during the term of the notes. We cannot give you assurance that the performance of the common stock of Goodyear Tire will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that Goodyear Tire will pay in the future. In any event, as an investor in the notes, you will not be entitled to receive dividends, if any, that may be payable on the common stock of Goodyear Tire.



JPMorgan Structured Investments — PS-10
Reverse Exchangeable Notes Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer

Examples of Hypothetical Payment at Maturity for a $1,000 Investment in the Notes Linked to the Common Stock of Goodyear Tire

The following table illustrates hypothetical payments at maturity on a $1,000 investment in the notes linked to the common stock of Goodyear Tire, based on a range of hypothetical Final Share Prices of the Reference Stock and assuming that the closing price of the Reference Stock declines in the manner set forth in the columns titled “Hypothetical lowest closing price during the Monitoring Period” and “Hypothetical lowest closing price expressed as a percentage of Initial Share Price during the Monitoring Period.” The numbers appearing in the following table and examples have been rounded for ease of analysis. For this table of hypothetical payments at maturity, we have also assumed the following:

• the Initial Share Price:

$17.75

• the Protection Amount (in U.S. dollars): $3.55

• the Interest Rate:

7.375% (equivalent to 14.75% per annum)

• the Protection Amount: 20.00%

Hypothetical
lowest
closing price
during the
Monitoring
Period

Hypothetical lowest
closing price during
the Monitoring Period
expressed as a
percentage of Initial
Share Price

Hypothetical
Final Share
Price

Hypothetical
Final Share
Price expressed
as a percentage
of Initial Share
Price

Payment at Maturity

Total Value of
Payment
Received at
Maturity**

$17.75

100%

$35.50

200%

$1,000.00

$1,000.00

$8.88

50%

$18.64

105%

$1,000.00

$1,000.00

$17.75

100%

$17.75

100%

$1,000.00

$1,000.00

$14.20

80%

$14.20

80%

$1,000.00

$1,000.00

$8.88

50%

$16.86

95%

56 shares of the
Reference Stock or the
Cash Value thereof

$950.00

$8.88

50%

$8.88

50%

56 shares of the
Reference Stock or the
Cash Value thereof

$500.00

$4.44

25%

$4.44

25%

56 shares of the
Reference Stock or the
Cash Value thereof

$250.00

$0.00

0%

$0.00

0%

56 shares of the
Reference Stock or the
Cash Value thereof

$0.00

**

Note that you will receive at maturity any accrued and unpaid interest in cash, in addition to either shares of the Reference Stock (or, at our election, the Cash Value thereof) or the principal amount of your note in cash. Also note that if you receive the Physical Delivery Amount, the total value of payment received at maturity shown in the table above includes the value of any fractional shares, which will be paid in cash.

The following examples illustrate how the total value of payments received at maturity set forth in the table above are calculated.

Example 1: The lowest closing price of the Reference Stock during the Monitoring Period was $8.88 but the Final Share Price is $18.64. Because the Final Share Price of $18.64 is greater than the Initial Share Price of $17.75, you will receive a payment at maturity of $1,000 per $1,000 principal amount note.

Example 2: The lowest closing price of the Reference Stock during the Monitoring Period was $8.88 and the Final Share Price is $16.86. Because the Final Share Price of $16.86 is less than the Initial Share Price of $17.75 and the closing price of the Reference Stock declined by more than the Protection Amount on at least one day during the Monitoring Period, you will receive the Physical Delivery Amount, or at our election, the Cash Value thereof, at maturity. Because the Final Share Price of the Reference Stock is $16.86, the total value of your final payment at maturity, whether in cash or shares of the Reference Stock, is $950.00.

Example 3: The closing price of the Reference Stock does not decline, as compared with the Initial Share Price, by more than the Protection Amount on any day during the Monitoring Period prior to the Observation Date. However, the closing price of the Reference Stock on the Observation Date is $8.88, a decline of more than the Protection Amount. Because the Final Share Price of $8.88 is less than the Initial Share Price of $17.75 and the Final Share Price has declined by more than the Protection Amount, you will receive the Physical Delivery Amount, or at our election, the Cash Value thereof, at maturity. Because the Final Share Price of the Reference Stock is $8.88, the total value of your final payment at maturity, whether in cash or shares of the Reference Stock, is $500.00.

Example 4: The Final Share Price of $14.20 is less than the Initial Share Price of $17.75 but does not decline by more than the Protection Amount and the closing price of the Reference Stock does not decline by more than the Protection Amount on any day during the Monitoring Period. Because the closing price of the Reference Stock has not declined by more than the Protection Amount, you will receive a payment at maturity of $1,000 per $1,000 principal amount note, even though the Final Share Price of $14.20 is less than the Initial Share Price of $17.75.

Regardless of the performance of the Reference Stock or the payment you receive at maturity, you will receive interest payments, for each $1,000 principal amount note, in the aggregate amount of $73.75 over the term of the notes. The actual number of shares of the Reference Stock, or the Cash Value thereof, you may receive at maturity and the actual Protection Amount applicable to your notes may be more or less than the amounts displayed in this hypothetical and will depend in part on the Initial Share Price. On the Pricing Date, the Initial Share Price was $17.84, the Protection Amount was $3.568 and the Physical Delivery Amount was 56.0538 shares, in each case subject to adjustments.

These payouts on the notes shown above do not reflect fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical payouts shown above would likely be lower.


JPMorgan Structured Investments — PS-11
Reverse Exchangeable Notes Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer

Hecla Mining Company (“Hecla Mining”)

According to its publicly available filings with the SEC, Hecla Mining engages in the business of discovering, acquiring, developing, producing, and marketing silver, gold, lead and zinc. The common stock of Hecla Mining, par value $0.25 per share, is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Hecla Mining in the accompanying product supplement no. 34-A-II. Hecla Mining’s SEC file number is 001-08491.

Historical Information of the Common Stock of Hecla Mining

The following graph sets forth the historical performance of the common stock of Hecla Mining based on the weekly closing price (in U.S. dollars) of the common stock of Hecla Mining from January 6, 2006 through July 15, 2011. The closing price of the common stock of Hecla Mining on July 19, 2011 was $8.34. We obtained the closing prices and other information below from Bloomberg Financial Markets, without independent verification. The closing prices and this other information may be adjusted by Bloomberg Financial Markets for corporate actions such as public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.

Since its inception, the price of the common stock of Hecla Mining has experienced significant fluctuations. The historical performance of the common stock of Hecla Mining should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of the common stock of Hecla Mining during the term of the notes. We cannot give you assurance that the performance of the common stock of Hecla Mining will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that Hecla Mining will pay in the future. In any event, as an investor in the notes, you will not be entitled to receive dividends, if any, that may be payable on the common stock of Hecla Mining.



JPMorgan Structured Investments — PS-12
Reverse Exchangeable Notes Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer

Examples of Hypothetical Payment at Maturity for a $1,000 Investment in the Notes Linked to the Common Stock of Hecla Mining

The following table illustrates hypothetical payments at maturity on a $1,000 investment in the notes linked to the common stock of Hecla Mining, based on a range of hypothetical Final Share Prices of the Reference Stock and assuming that the closing price of the Reference Stock declines in the manner set forth in the columns titled “Hypothetical lowest closing price during the Monitoring Period” and “Hypothetical lowest closing price expressed as a percentage of Initial Share Price during the Monitoring Period.” The numbers appearing in the following table and examples have been rounded for ease of analysis. For this table of hypothetical payments at maturity, we have also assumed the following:

• the Initial Share Price:

$8.19

• the Protection Amount (in U.S. dollars): $2.05

• the Interest Rate:

8.00% (equivalent to 16.00% per annum)

• the Protection Amount: 25.00%

Hypothetical
lowest
closing price
during the
Monitoring
Period

Hypothetical lowest
closing price during
the Monitoring Period
expressed as a
percentage of Initial
Share Price

Hypothetical
Final Share
Price

Hypothetical
Final Share
Price expressed
as a percentage
of Initial Share
Price

Payment at Maturity

Total Value of
Payment
Received at
Maturity**

$8.19

100%

$16.38

200%

$1,000.00

$1,000.00

$4.10

50%

$8.60

105%

$1,000.00

$1,000.00

$8.19

100%

$8.19

100%

$1,000.00

$1,000.00

$6.15

75%

$6.15

75%

$1,000.00

$1,000.00

$4.10

50%

$7.78

95%

122 shares of the
Reference Stock or the
Cash Value thereof

$950.00

$4.10

50%

$4.10

50%

122 shares of the
Reference Stock or the
Cash Value thereof

$500.00

$2.05

25%

$2.05

25%

122 shares of the
Reference Stock or the
Cash Value thereof

$250.00

$0.00

0%

$0.00

0%

122 shares of the
Reference Stock or the
Cash Value thereof

$0.00

**

Note that you will receive at maturity any accrued and unpaid interest in cash, in addition to either shares of the Reference Stock (or, at our election, the Cash Value thereof) or the principal amount of your note in cash. Also note that if you receive the Physical Delivery Amount, the total value of payment received at maturity shown in the table above includes the value of any fractional shares, which will be paid in cash.

The following examples illustrate how the total value of payments received at maturity set forth in the table above are calculated.

Example 1: The lowest closing price of the Reference Stock during the Monitoring Period was $4.10 but the Final Share Price is $8.60. Because the Final Share Price of $8.60 is greater than the Initial Share Price of $8.19, you will receive a payment at maturity of $1,000 per $1,000 principal amount note.

Example 2: The lowest closing price of the Reference Stock during the Monitoring Period was $4.10 and the Final Share Price is $7.78. Because the Final Share Price of $7.78 is less than the Initial Share Price of $8.19 and the closing price of the Reference Stock declined by more than the Protection Amount on at least one day during the Monitoring Period, you will receive the Physical Delivery Amount, or at our election, the Cash Value thereof, at maturity. Because the Final Share Price of the Reference Stock is $7.78, the total value of your final payment at maturity, whether in cash or shares of the Reference Stock, is $950.00.

Example 3: The closing price of the Reference Stock does not decline, as compared with the Initial Share Price, by more than the Protection Amount on any day during the Monitoring Period prior to the Observation Date. However, the closing price of the Reference Stock on the Observation Date is $4.00, a decline of more than the Protection Amount. Because the Final Share Price of $4.10 is less than the Initial Share Price of $8.19 and the Final Share Price has declined by more than the Protection Amount, you will receive the Physical Delivery Amount, or at our election, the Cash Value thereof, at maturity. Because the Final Share Price of the Reference Stock is $4.00, the total value of your final payment at maturity, whether in cash or shares of the Reference Stock, is $500.00.

Example 4: The Final Share Price of $6.15 is less than the Initial Share Price of $8.19 but does not decline by more than the Protection Amount and the closing price of the Reference Stock does not decline by more than the Protection Amount on any day during the Monitoring Period. Because the closing price of the Reference Stock has not declined by more than the Protection Amount, you will receive a payment at maturity of $1,000 per $1,000 principal amount note, even though the Final Share Price of $6.15 is less than the Initial Share Price of $8.19.

Regardless of the performance of the Reference Stock or the payment you receive at maturity, you will receive interest payments, for each $1,000 principal amount note, in the aggregate amount of $80.00 over the term of the notes. The actual number of shares of the Reference Stock, or the Cash Value thereof, you may receive at maturity and the actual Protection Amount applicable to your notes may be more or less than the amounts displayed in this hypothetical and will depend in part on the Initial Share Price. On the Pricing Date, the Initial Share Price was $8.19, the Protection Amount was $2.0475 and the Physical Delivery Amount was 122.1001 shares, in each case subject to adjustments.

These payouts on the notes shown above do not reflect fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical payouts shown above would likely be lower.


JPMorgan Structured Investments — PS-13
Reverse Exchangeable Notes Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer

Baidu, Inc. (“Baidu”)

According to its publicly available filings with the SEC, Baidu, a Chinese company, is a Chinese language Internet search provider. The ADSs of Baidu, each representing one-tenth of a class A ordinary share, par value $0.00005 per share, is listed on The NASDAQ Stock Market, which we refer to as the Relevant Exchange for purposes of Baidu in the accompanying product supplement no. 34-A-II. Baidu’s SEC file number is 000-51469.

Historical Information of the Common Stock of Baidu

The following graph sets forth the historical performance of the ADSs of Baidu based on the weekly closing price (in U.S. dollars) of the ADSs of Baidu from January 6, 2006 through July 15, 2011. The closing price of the ADSs of Baidu on July 19, 2011 was $152.56. We obtained the closing prices and other information below from Bloomberg Financial Markets, without independent verification. The closing prices and this other information may be adjusted by Bloomberg Financial Markets for corporate actions such as public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.

Since its inception, the price of the ADSs of Baidu has experienced significant fluctuations. The historical performance of the ADSs of Baidu should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of the ADSs of Baidu during the term of the notes. We cannot give you assurance that the performance of the ADSs of Baidu will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that Baidu will pay in the future. In any event, as an investor in the notes, you will not be entitled to receive dividends, if any, that may be payable on the ADSs of Baidu.



JPMorgan Structured Investments — PS-14
Reverse Exchangeable Notes Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer

Examples of Hypothetical Payment at Maturity for a $1,000 Investment in the Notes Linked to the ADSs of Baidu

The following table illustrates hypothetical payments at maturity on a $1,000 investment in the notes linked to the ADSs of Baidu, based on a range of hypothetical Final Share Prices of the Reference Stock and assuming that the closing price of the Reference Stock declines in the manner set forth in the columns titled “Hypothetical lowest closing price during the Monitoring Period” and “Hypothetical lowest closing price expressed as a percentage of Initial Share Price during the Monitoring Period.” The numbers appearing in the following table and examples have been rounded for ease of analysis. For this table of hypothetical payments at maturity, we have also assumed the following:

• the Initial Share Price:

$146.00

• the Protection Amount (in U.S. dollars): $29.20

• the Interest Rate:

7.25% (equivalent to 14.50% per annum)

• the Protection Amount: 20.00%

Hypothetical
lowest
closing price
during the
Monitoring
Period

Hypothetical lowest
closing price during
the Monitoring Period
expressed as a
percentage of Initial
Share Price

Hypothetical
Final Share
Price

Hypothetical
Final Share
Price expressed
as a percentage
of Initial Share
Price

Payment at Maturity

Total Value of
Payment
Received at
Maturity**

$146.00

100%

$292.00

200%

$1,000.00

$1,000.00

$73.00

50%

$153.30

105%

$1,000.00

$1,000.00

$146.00

100%

$146.00

100%

$1,000.00

$1,000.00

$116.80

80%

$116.80

80%

$1,000.00

$1,000.00

$73.00

50%

$138.70

95%

6 shares of the
Reference Stock or the
Cash Value thereof

$950.00

$73.00

50%

$73.00

50%

6 shares of the
Reference Stock or the
Cash Value thereof

$500.00

$36.50

25%

$36.50

25%

6 shares of the
Reference Stock or the
Cash Value thereof

$250.00

$0.00

0%

$0.00

0%

6 shares of the
Reference Stock or the
Cash Value thereof

$0.00

**

Note that you will receive at maturity any accrued and unpaid interest in cash, in addition to either shares of the Reference Stock (or, at our election, the Cash Value thereof) or the principal amount of your note in cash. Also note that if you receive the Physical Delivery Amount, the total value of payment received at maturity shown in the table above includes the value of any fractional shares, which will be paid in cash.

The following examples illustrate how the total value of payments received at maturity set forth in the table above are calculated.

Example 1: The lowest closing price of the Reference Stock during the Monitoring Period was $73.00 but the Final Share Price is $153.30. Because the Final Share Price of $153.30 is greater than the Initial Share Price of $146.00, you will receive a payment at maturity of $1,000 per $1,000 principal amount note.

Example 2: The lowest closing price of the Reference Stock during the Monitoring Period was $73.00 and the Final Share Price is $138.70. Because the Final Share Price of $138.70 is less than the Initial Share Price of $146.00 and the closing price of the Reference Stock declined by more than the Protection Amount on at least one day during the Monitoring Period, you will receive the Physical Delivery Amount, or at our election, the Cash Value thereof, at maturity. Because the Final Share Price of the Reference Stock is $138.70, the total value of your final payment at maturity, whether in cash or shares of the Reference Stock, is $950.00.

Example 3: The closing price of the Reference Stock does not decline, as compared with the Initial Share Price, by more than the Protection Amount on any day during the Monitoring Period prior to the Observation Date. However, the closing price of the Reference Stock on the Observation Date is $73.00, a decline of more than the Protection Amount. Because the Final Share Price of $73.00 is less than the Initial Share Price of $146.00 and the Final Share Price has declined by more than the Protection Amount, you will receive the Physical Delivery Amount, or at our election, the Cash Value thereof, at maturity. Because the Final Share Price of the Reference Stock is $73.00, the total value of your final payment at maturity, whether in cash or shares of the Reference Stock, is $500.00.

Example 4: The Final Share Price of $116.80 is less than the Initial Share Price of $146.00 but does not decline by more than the Protection Amount and the closing price of the Reference Stock does not decline by more than the Protection Amount on any day during the Monitoring Period. Because the closing price of the Reference Stock has not declined by more than the Protection Amount, you will receive a payment at maturity of $1,000 per $1,000 principal amount note, even though the Final Share Price of $116.80 is less than the Initial Share Price of $146.00.

Regardless of the performance of the Reference Stock or the payment you receive at maturity, you will receive interest payments, for each $1,000 principal amount note, in the aggregate amount of $72.50 over the term of the notes. The actual number of shares of the Reference Stock, or the Cash Value thereof, you may receive at maturity and the actual Protection Amount applicable to your notes may be more or less than the amounts displayed in this hypothetical and will depend in part on the Initial Share Price. On the Pricing Date, the Initial Share Price was $146.93, the Protection Amount was $29.386 and the Physical Delivery Amount was 6.806 shares, in each case subject to adjustments.

These payouts on the notes shown above do not reflect fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical payouts shown above would likely be lower.


JPMorgan Structured Investments — PS-15
Reverse Exchangeable Notes Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer

Validity of the Notes

In the opinion of Davis Polk & Wardwell LLP, as our special products counsel, when the notes offered by this amended and restated pricing supplement have been executed and issued by us and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein, such notes will be our valid and binding obligations, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and its authentication of the notes and the validity, binding nature and enforceability of the indenture with respect to the trustee, all as stated in the letter of such counsel dated March 23, 2011, which has been filed as an exhibit to a Current Report on Form 8-K by us on March 23, 2011.


JPMorgan Structured Investments — PS-16
Reverse Exchangeable Notes Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer